ADVANCE AUTO PARTS, INC. as Issuer EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO as Subsidiary Guarantors and COMPUTERSHARE TRUST COMPANY, N.A. as 2030 Notes Trustee and 2033 Notes Trustee Indenture Dated as of August 4, 2025 7.000%...

Execution Version

Exhibit - 4.1

ADVANCE AUTO PARTS, INC.
as Issuer

EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO
as Subsidiary Guarantors

and

COMPUTERSHARE TRUST COMPANY, N.A.
as 2030 Notes Trustee and 2033 Notes Trustee

_____________________________________________________

Indenture

Dated as of August 4, 2025

_____________________________________________________

7.000% Senior Notes due 2030

7.375% Senior Notes due 2033


TABLE OF CONTENTS
		Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.	Definitions	5
Section 1.02.	Rules of Construction	17
ARTICLE 2
THE NOTES
Section 2.01.	Form, Dating and Denominations; Legends	18
Section 2.02.	Execution and Authentication; Additional Notes	19
Section 2.03.	Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust	19
Section 2.04.	Replacement Notes	20
Section 2.05.	Outstanding Notes	20
Section 2.06.	Temporary Notes	20
Section 2.07.	Cancellation	21
Section 2.08.	CUSIP Numbers	21
Section 2.09.	Registration, Transfer and Exchange	21
Section 2.10.	Restrictions on Transfer and Exchange	23
ARTICLE 3
REDEMPTION AND PREPAYMENT
Section 3.01.	Optional Redemption	24
Section 3.02.	Notices to the Trustee	26
Section 3.03.	Selection of the Notes to be Redeemed	26
Section 3.04.	Notice of Redemption	27
Section 3.05.	Effect of Notice of Redemption	28
Section 3.06.	Deposit of Redemption Price	28
Section 3.07.	Notes Redeemed in Part	28
ARTICLE 4
COVENANTS
Section 4.01.	Payment of Notes	29
Section 4.02.	SEC Reports	29
Section 4.03.	Compliance Certificate	29
Section 4.04.	Further Instruments and Acts	30
Section 4.05.	Corporate Existence	30
Section 4.06.	Maintenance of Office or Agency	30
Section 4.07.	Limitation on Liens	30
Section 4.08.	Limitation on Sale and Leaseback Transactions	30
Section 4.09.	Subsidiary Guarantees	31


Section 4.10.	Repurchase of Notes Upon a Change of Control	31
ARTICLE 5
SUCCESSOR COMPANIES
Section 5.01.	Merger, Consolidation or Sale of Assets of the Company	33
Section 5.02.	Merger Consolidation or Sale of Assets of Subsidiary Guarantors	34
Section 5.03.	Surviving Person Substituted	34
ARTICLE 6
DEFAULT AND REMEDIES
Section 6.01.	Events of Default	35
Section 6.02.	Acceleration	37
Section 6.03.	Other Remedies	37
Section 6.04.	Waiver of Past Defaults	38
Section 6.05.	Control by Majority	38
Section 6.06.	Limitation on Suits	38
Section 6.07.	Rights of Holders to Receive Payment	39
Section 6.08.	Collection Suit by Trustee	39
Section 6.09.	Trustee May File Proofs of Claim	39
Section 6.10.	Priorities	39
Section 6.11.	Undertaking for Costs	39
Section 6.12.	Waiver of Stay, Extension or Usury Laws	40
ARTICLE 7
THE TRUSTEE
Section 7.01.	Duties of Trustee	40
Section 7.02.	Rights of Trustee	41
Section 7.03.	Individual Rights of Trustee	43
Section 7.04.	Trustee’s Disclaimer	43
Section 7.05.	Notice of Defaults	43
Section 7.06.	[Reserved.]	43
Section 7.07.	Compensation and Indemnity	43
Section 7.08.	Replacement of Trustee	44
Section 7.09.	Successor Trustee by ▇▇▇▇▇▇	45
Section 7.10.	Eligibility; Disqualification	45
ARTICLE 8
LEGAL DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND DISCHARGE
Section 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	45
Section 8.02.	Legal Defeasance and Discharge	45
Section 8.03.	Covenant Defeasance	46
Section 8.04.	Conditions to Legal or Covenant Defeasance	47


Section 8.05.	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	47
Section 8.06.	Repayment to Company	48
Section 8.07.	Reinstatement	48
Section 8.08.	Satisfaction and Discharge of Indenture	49
ARTICLE 9
AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 9.01.	Without Consent of Holders	49
Section 9.02.	With Consent of Holders	51
Section 9.03.	Revocation and Effect of Consents and Waivers	51
Section 9.04.	Notation on or Exchange of Notes	52
Section 9.05.	Trustee to Sign Amendments	52
ARTICLE 10
SUBSIDIARY GUARANTEES
Section 10.01.	Subsidiary Guarantee	52
Section 10.02.	Execution and Delivery of Subsidiary Guarantee	54
Section 10.03.	Limitation of Subsidiary Guarantee	54
Section 10.04.	Waiver of Subrogation	54
Section 10.05.	Release of Subsidiary Guarantee	55
ARTICLE 11
MISCELLANEOUS
Section 11.01.	Notices	55
Section 11.02.	Certificate and Opinion as to Conditions Precedent	56
Section 11.03.	Statements Required in Certificate or Opinion	56
Section 11.04.	Acts of Holders	57
Section 11.05.	Governing Law.	58
Section 11.06.	No Recourse Against Others	58
Section 11.07.	Successors	59
Section 11.08.	Multiple Originals	59
Section 11.09.	Table of Contents and Headings	59
Section 11.10.	Severability	59
Section 11.11.	Force Majeure	59
Section 11.12.	U.S.A. Patriot Act	59

EXHIBITS

EXHIBIT A-1 Form of 2030 Note

EXHIBIT A-2 Form of 2033 Note

EXHIBIT B Form of Supplemental Indenture

EXHIBIT C Restricted Legend

EXHIBIT D DTC Legend

EXHIBIT E Regulation S Certificate

EXHIBIT F Rule 144A Certificate

INDENTURE, dated as of August 4, 2025, among Advance Auto Parts, Inc., a Delaware corporation, as issuer (the “Company”), the Subsidiary Guarantors party hereto from time to time and Computershare Trust Company, N.A., a national banking association, as trustee (in such capacity for the 2030 Notes, the “2030 Notes Trustee” and, in such capacity for the 2033 Notes, the “2033 Notes Trustee” and, together with the 2030 Notes Trustee, the “Trustee”).

RECITALS

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of up to (i) $975,000,000 aggregate principal amount of the Company’s 7.000% Senior Notes due 2030 (the “2030 Notes”) and (ii) $975,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2033 (the “2033 Notes”) and, if and when issued, any Additional 2030 Notes and Additional 2033 Notes as provided herein (collectively, the “Notes”). All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes (in the case of any Additional Notes, when duly authorized), when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Company as hereinafter provided.

In addition, the Subsidiary Guarantors parties hereto have duly authorized the execution and delivery of this Indenture as Guarantors of the Notes. All things necessary to make this Indenture a valid agreement of each Subsidiary Guarantor, in accordance with its terms, have been done, and each Subsidiary Guarantor has done all things necessary to make the Subsidiary Guarantee of such Subsidiary Guarantor, when the Notes are executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of such Subsidiary Guarantor as hereinafter provided.

WITNESSETH

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as follows:

Article 1
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.Definitions.

“2030 Applicable Premium” means with respect to any 2030 Note on any applicable redemption date, as provided by the Company, the greater of (i) 1.00% of the then outstanding principal amount of such 2030 Note and (ii) the excess, if any, of: (1) the present value at such redemption date of (A) the redemption price of such 2030 Note at August 1, 2027 (such redemption price being set forth in the table appearing above) plus (B) all required remaining scheduled interest payments due on such 2030 Note through August 1, 2027 (but excluding accrued and unpaid interest, if any, to, but excluding, the applicable redemption date), computed using a discount rate equal to the 2030 Treasury Rate plus 50 basis points; over (2) the then outstanding principal amount of such 2030 Note.

“2030 Notes Trustee” means the party named as such above with respect to the 2030 Notes and until a successor replaces such party in accordance with the applicable provisions of this Indenture and, thereafter, means the successor serving hereunder.

“2030 Treasury Rate” means, with respect to any redemption date and as provided by the Company, the yield to maturity as of such redemption date of constant maturity U.S. Treasury securities (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such statistical release is no longer published, or the relevant information does not appear thereon, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to August 1, 2027; provided, however, that if the period from the applicable redemption date to August 1, 2027 is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the 2030 Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given; provided further, however, that if the period from such redemption date to August 1, 2027 is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.

“2033 Applicable Premium” means with respect to any 2033 Note on any applicable redemption date, as provided by the Company, the greater of (i) 1.00% of the then outstanding principal amount of such 2033 Note and (ii) the excess, if any, of: (1) the present value at such redemption date of (A) the redemption price of such 2033 Note at August 1, 2028 (such redemption price being set forth in the table appearing above) plus (B) all required remaining scheduled interest payments due on such 2033 Note through August 1, 2028 (but excluding accrued and unpaid interest, if any, to, but excluding, the applicable redemption date), computed using a discount rate equal to the 2033 Treasury Rate plus 50 basis points; over (2) the then outstanding principal amount of such 2033 Note.

“2033 Notes Trustee” means the party named as such above with respect to the 2033 Notes and until a successor replaces such party in accordance with the applicable provisions of this Indenture and, thereafter, means the successor serving hereunder.

“2033 Treasury Rate” means, with respect to any redemption date and as provided by the Company, the yield to maturity as of such redemption date of constant maturity U.S. Treasury securities (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such statistical release is no longer published, or the relevant information does not appear thereon, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to August 1, 2028; provided, however, that if the period from the applicable redemption date to August 1, 2028 is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the 2033 Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given; provided further, however, that if the period from such redemption date to August 1, 2028 is less than one year, the

weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.

“Act” has the meaning assigned to such term in Section 11.04.

“Additional 2030 Notes” means Additional 2030 Notes (other than the Initial 2030 Notes) issued from time to time under this Indenture in an offering not registered under the Securities Act and any 2030 Notes issued in replacement thereof.

“Additional 2033 Notes” means Additional 2033 Notes (other than the Initial 2033 Notes) issued from time to time under this Indenture in an offering not registered under the Securities Act and any 2033 Notes issued in replacement thereof.

“Additional Notes” means the Additional 2030 Notes and the Additional 2033 Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), when used with respect to any Person, shall mean the power to direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, Paying Agent or co-registrar.

“Agent Member” means a member of, or a Participant in, the Depositary.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value discounted at the rate of interest implicit in the terms of the lease (as determined in good faith by the Company) of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the Company’s option, be extended).

“Authenticating Agent” refers to a Person engaged to authenticate the Notes in the stead of the Trustee.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Board of Directors” means the Board of Directors of the Company, or any authorized committee of the Board of Directors, as applicable.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certification and delivered to the Trustee.

“Business Day” means any day other than a Legal Holiday.

“Capital Markets Debt” means any debt for borrowed money that (i) is in the form of, or represented by, bonds, notes, debentures or other securities (other than promissory notes or similar evidences of debt under a credit agreement) and (ii) has an aggregate principal amount outstanding of at least $75.0 million.

“Certificated Note” means a Note in registered individual form without interest coupons.

“Change of Control” means the occurrence of any one of the following:

(a)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than the Company or one of its Subsidiaries;

(b)the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company or any other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

(c)the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company (or any other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed) or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Company (or any other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed) outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction; or

(d)the adoption of a plan relating to the liquidation or dissolution of the Company.

“Change of Control Offer” has the meaning assigned to such term in Section 4.10.

“Change of Control Payment” has the meaning assigned to such term in Section 4.10.

“Change of Control Triggering Event” means, with respect to a series of Notes, the occurrence of both a Change of Control and any one of the following as related to the Notes of such series on any date during the Trigger Period:

(1)if the Notes are rated below Investment Grade by both of the Rating Agencies on the first day of the Trigger Period, the Notes are downgraded by at least one rating category (e.g., from Ba1 to Ba2 or BB+ to BB) from the applicable rating of the Notes on the first day of the Trigger Period (and/or cease to be rated) by both of the Rating Agencies on any date during the Trigger Period;

(2)if the Notes are rated Investment Grade by both of the Rating Agencies on the first day of the Trigger Period, the Notes are downgraded to below Investment Grade (and/or cease to be rated) by both of the Rating Agencies on any date during the Trigger Period; or

(3)if the Notes are not rated Investment Grade by both of the Rating Agencies and are not rated below Investment Grade by both of the Rating Agencies, in each case on the first day of the Trigger Period:

(A)if the Notes are rated Investment Grade by a Rating Agency on the first day of the Trigger Period, the Notes are downgraded to below Investment Grade (and/or cease to be rated) by such Rating Agency on any date during the Trigger Period, and

(B)if the Notes are not rated Investment Grade by a Rating Agency on the first day of the Trigger Period, the Notes are downgraded by at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating of the Notes on the first day of the Trigger Period (and/or cease to be rated) by such Rating Agency on any date during the Trigger Period.

Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually occurred.

“Clearstream” means Clearstream Banking, société anonyme, or any successor thereto.

“Company” means Advance Auto Parts, Inc., or any successor thereto.

“Consolidated Net Tangible Assets” means the aggregate amount of the Company’s assets (less applicable reserves and other properly deductible items) and the Company’s consolidated Subsidiaries’ assets after deducting therefrom (a) all current liabilities (excluding the sum of any debt for money borrowed having a maturity of less than twelve months from the date of the Company’s most recent consolidated balance sheet but which by its terms is renewable or extendable beyond twelve months from such date at the option of the borrower and, without duplication, any current installments thereof payable within such twelve month period) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the Company’s most recent consolidated balance sheet and computed in accordance with GAAP.

“Corporate Trust Office of the Trustee” shall be the address of the Trustee specified in Section 11.01 hereof or such other address as to which the Trustee may give notice to the Company.

“Covenant Defeasance” has the meaning assign to such term in Section 8.03.

“Credit Facility” means the credit agreement, which is expected to be dated on or about the Issue Date, among the Company, the subsidiary guarantors party thereto, the lenders referred to therein and Bank of America, N.A., as administrative agent, as amended, extended, renewed,

restated, replaced, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

“Credit Facility Debt” means any debt for borrowed money that (i) is incurred pursuant to a credit agreement, including pursuant to the Credit Facility or other agreement providing for revolving credit loans, term loans or other debt entered into between the Company or any of its Subsidiaries and any lender or group of lenders and (ii) has an aggregate principal amount outstanding or committed of at least $75.0 million.

“Custodian” has the meaning assigned to such term in Section 6.01.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Depositary” means the depositary of each Global Note, which will initially be DTC.

“Dollar” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debt.

“Domestic Subsidiary” means any Subsidiary of the Company organized under the laws of the United States of America or any state of the United States of America or the District of Columbia.

“DTC” means The Depository Trust Company, a New York corporation, or any successor thereto.

“DTC Legend” means the legend set forth in Exhibit D.

“Equity Offering” means an offering of common stock that results in aggregate net cash proceeds to the Company, other than (i) public offerings of common stock registered on Form S-4 or S-8, or (ii) an issuance to any Subsidiary.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any successor thereto.

“Event of Default” has the meaning assigned to such term in Section 6.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Foreign Currency” means any currency or currency unit issued by a government other than the government of the United States of America.

“Foreign Subsidiary” means any Subsidiary of the Company organized under the laws of any jurisdiction other than the United States of America or a state of the United States of America or the District of Columbia.

“Funded Debt” means debt which matures more than one year from the date of creation, or which is extendable or renewable at the sole option of the obligor so that it may become payable more than one year from such date or which is classified, in accordance with GAAP, as long-term debt on the consolidated balance sheet for the most-recently ended fiscal quarter (or if incurred subsequent to the date of such balance sheet, would have been so classified) of the Person for which the determination is being made. “Funded Debt” does not include (1) obligations created pursuant to leases, (2) any debt or portion thereof maturing by its terms within one year from the time of any computation of the amount of outstanding Funded Debt unless such debt shall be extendable or renewable at the sole option of the obligor in such manner that it may become payable more than one year from such time, or (3) any debt for which money in the amount necessary for the payment or redemption of such debt is deposited in trust either at or before the maturity date thereof.

“GAAP” means generally accepted accounting principles in the United States of America as determined by the Public Company Accounting Principles Oversight Board, as in effect from time to time.

“Global Note” means a Note in registered global form without interest coupons.

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any debt. The term “Guarantor” shall mean any Person Guaranteeing any obligation.

“Holder” means the registered holder of any Note.

“Indenture” means this indenture, as amended, restated, supplemented or otherwise modified from time to time.

“Initial Notes” means the Notes issued on the Issue Date and any Notes issued in replacement thereof.

“Interest Payment Date” means February 1 and August 1 of each year, commencing February 1, 2026.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of ▇▇▇▇▇’▇) and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P).

“Issue Date” means August 4, 2025.

“Legal Defeasance” has the meaning assigned to such term in Section 8.02.

“Legal Holiday” means a Saturday, Sunday or other day on which banking institutions in New York State are authorized or required by law to close. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest

shall accrue for the intervening period. If a record date is a Legal Holiday, the record date shall not be affected.

“Lien” means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, security interest, lien, encumbrance or other security arrangement of any kind or nature on or with respect to such property or assets.

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc. or any successor thereto.

“Non-U.S. Person” means a Person that is not a U.S. person, as that term is defined in Regulation S.

“Notes” has the meaning assigned to such term in the Recitals.

“Notice of Default” has the meaning assigned to such term in Section 6.01.

“Officer” means, with respect to any Person, the Chairman of the board of directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or Clerk, any Assistant Secretary or any Vice-President of such Person. The term Officer of any Subsidiary Guarantor has a correlative meaning.

“Officer’s Certificate” means a certificate signed on behalf of the Company or a Subsidiary Guarantor by an Officer of the Company or such Subsidiary Guarantor, as applicable, that meets the requirements of Section 11.02 and 11.03 hereof.

“Offshore Global Note” means a Global Note representing Notes issued and sold pursuant to Regulation S.

“Opinion of Counsel” means an opinion from legal counsel, that meets the requirements of Section 11.02 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear or Clearstream).

“Paying Agent” refers to a Person engaged to perform the obligations of the Trustee in respect of payments made or funds held hereunder in respect of the Notes.

“Permitted Liens” means:

(1)Liens (other than Liens created or imposed under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for taxes, assessments or governmental charges or levies not yet subject to penalties for non-timely payment or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to

which the property or assets subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);

(2)statutory Liens of landlords and Liens of mechanics, materialmen, warehousemen, carriers and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided that any such Liens which are material secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;

(3)Liens (other than Liens created or imposed under ERISA) incurred or deposits made by the Company and its Subsidiaries in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, laws or regulations, or to secure the performance of tenders, statutory obligations, bids, leases, trade or government contracts, surety, indemnification, appeal, performance and return-of-money bonds, letters of credit, bankers acceptances and other similar obligations (exclusive of obligations for the payment of borrowed money), or as security for customs or import duties and related amounts;

(4)Liens in connection with attachments or judgments (including judgment or appeal bonds); provided that the judgments secured shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 30 days after the expiration of any such stay;

(5)Liens securing indebtedness (including capital leases) incurred to finance the purchase price or cost of construction of property or assets (or additions, repairs, alterations or improvements thereto); provided that such Liens and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof;

(6)Liens securing industrial revenue bonds, pollution control bonds or similar types of tax-exempt bonds;

(7)Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license;

(8)encumbrances, covenants, conditions, restrictions, easements, reservations and rights of way or zoning, building code or other restrictions (including defects or irregularities in title and similar encumbrances) as to the use of real property, or Liens incidental to conduct of the business or to the ownership of properties of the Company or any of its Subsidiaries not securing debt that do not in the aggregate materially impair the use of said properties in the operation of the business of the Company, including its Subsidiaries, taken as a whole;

(9)leases, licenses, subleases or sublicenses granted to others not interfering in any material respect with the business of the Company, including its Subsidiaries, taken as a whole;

(10)Liens on property or assets at the time such property or assets are acquired by the Company or any of its Subsidiaries;

(11)Liens on property or assets of any Person at the time such Person becomes a Subsidiary of the Company;

(12)Liens on receivables from customers sold to third parties pursuant to credit arrangements in the ordinary course of business;

(13)Liens existing on the Issue Date or any extensions, amendments, renewals, refinancings, replacements or other modifications thereto;

(14)Liens on any property or assets created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying property or assets, whether directly or indirectly, by way of share disposition or otherwise;

(15)Liens securing debt of a Subsidiary of the Company owed to the Company or to another Subsidiary of the Company;

(16)Liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments;

(17)Liens to secure debt of joint ventures in which the Company or any of its Subsidiaries has an interest, to the extent such Liens are on property or assets of, or equity interests in, such joint ventures;

(18)Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution;

(19)Liens arising from financing statement filings regarding operating leases;

(20)Liens in favor of customs and revenue authorities to secure custom duties in connection with the importation of goods;

(21)Liens securing the financing of insurance premiums payable on insurance policies; provided, that, such Liens shall only encumber unearned premiums with respect to such insurance, interests in any state guarantee fund relating to such insurance and subject and subordinate to the rights and interests of any loss payee, loss payments which shall reduce such unearned premiums;

(22)Liens securing cash management obligations (that do not constitute indebtedness) in the ordinary course of business;

(23)Liens on any property or assets of any Foreign Subsidiaries of the Company securing debt of such Foreign Subsidiaries (but not debt of the Company or any Domestic Subsidiaries);

(24)Liens securing indebtedness in an aggregate principal amount at any time outstanding not exceeding $250.0 million in respect of any arrangement under which the Company or any of its Subsidiaries transfers, once or on a revolving basis, without recourse (except for indemnities and representations customary for securitization transactions and except for the retention of risk in an amount and form required by applicable laws and regulations or as is customary for a similar type of transaction) involving one or more “true sale” transactions, accounts receivable or interests therein and related assets customarily transferred in connection with securitization transactions

(a) to a trust, partnership, corporation, limited liability company or other entity, which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or successor transferee of indebtedness or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such accounts receivable or interests therein, or (b) directly to one or more investors or other purchasers; and

(25)other Liens on the property or assets of the Company and the property or assets of any of its Subsidiaries securing debt in an aggregate principal amount (together with the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions entered into in reliance on this clause) not to exceed, as of any date of incurrence of such debt pursuant to this clause and after giving effect to such incurrence and the application of the proceeds therefrom, the greater of (1) $750.0 million and (2) 15% of the Company’s Consolidated Net Tangible Assets.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other legal entity of any kind.

“Property” means any building, structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for selling automotive parts and accessories or the warehousing or distributing of such products, owned or leased by the Company or any Significant Subsidiary.

“Rating Agency” means each of ▇▇▇▇▇’▇ and S&P; provided, that, if either Moody’s or S&P ceases to provide rating services to companies or investors, the Company may appoint a replacement for such Rating Agency.

“Register” has the meaning assigned to such term in Section 2.09.

“Registrar” means a Person engaged to maintain the Register.

“Regular Record Date” for the interest payable on any Interest Payment Date means January 15 or July 15 (whether or not a Business Day) next preceding such Interest Payment Date.

“Regulation S” means Regulation S under the Securities Act.

“Responsible Officer” with respect to the Trustee, means any vice president, assistant vice president, trust officer, assistant trust officer or any other officer of the Trustee assigned by the Trustee to administer its corporate trust matters and who customarily performs functions similar to those performed by such Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for administration of this Indenture.

“Restricted Legend” means the legend set forth in Exhibit C.

“Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit F hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

“S&P” means S&P Global Ratings, a division of S&P Global Inc. or any successor thereto.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Funded Debt” means all Funded Debt of the Company or its Subsidiaries (except Funded Debt, the payment of which is subordinated to the payment of the Notes).

“Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stated Maturity” means the date specified in a Note as the fixed date on which an amount equal to the principal amount of such Note is due and payable.

“Subsidiary” of any Person means any corporation, limited liability company, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

“Subsidiary Guarantee” means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with respect to the Notes pursuant to the terms set forth in this Indenture.

“Subsidiary Guarantor” means each Subsidiary of the Company that is a Guarantor under this Indenture; provided, however, that, upon the release and discharge of any Person from its Subsidiary Guarantee in accordance with this Indenture, such Person shall cease to be a Subsidiary Guarantor.

“Trigger Period” means the period commencing 60 days prior to the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as either of the Rating Agencies has publicly announced that it is considering a possible ratings change).

“Trustee” means the party named as such above with respect to each of the 2030 Notes and the 2033 Notes until a successor replaces such party in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

Section 1.02.Rules of Construction. Unless the context otherwise requires or except as otherwise expressly provided:

(1)a term has the meaning assigned to it;

(2)“or” is not exclusive;

(3)words in the singular include the plural, and in the plural include the singular;

(4)provisions apply to successive events and transactions;

(5)references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(6)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(7)“herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Section, Article or other subdivision;

(8)all references to Sections, Articles or Exhibits refer to Sections, Articles or Exhibits of or to this Indenture unless otherwise indicated; and

(9)references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations).

Article 2
THE NOTES

Section 2.01.Form, Dating and Denominations; Legends.

(a)The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A-1 or Exhibit A-2, as applicable. The terms and provisions contained in the form of the Notes annexed as Exhibit A-1 and Exhibit A-2 constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in minimum denominations of $2,000 and any multiple of $1,000 in excess thereof. The aggregate principal amount of the Notes that may be authenticated and delivered under this Indenture is unlimited.

The Company may, from time to time, without notice to or the consent of the then existing Holders of the Notes, increase the principal amount of the Notes and issue Additional Notes of either series, in an unlimited amount, which Additional Notes will have the same form and terms as the Initial Notes of such series, except for the issue price, the date of issuance and, under certain circumstances, the date from which interest thereon will begin to accrue, and such Additional Notes of such series will form a single series with the previously issued Initial Notes of such series, including for voting purposes; provided that any Additional Notes of such series that are not fungible with the Initial Notes of such series for U.S. federal income tax purposes will have a separate CUSIP, ISIN and other identifying number from the Initial Notes of such series.

(b)

(1)Except as otherwise provided in paragraph (c), Section 2.10(b), Section 2.10(c) or Section 2.09(b)(4), each Initial Note or Additional Note (other than an Offshore Global Note) will bear the Restricted Legend.

(2)Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.

(3)Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act (other than Regulation S and Rule 144A) will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.

(c)If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.

(d)By its acceptance of any Note bearing the Restricted Legend (or a beneficial interest therein), each Holder thereof and each owner of a beneficial interest therein

acknowledges the restrictions on transfer of such Note (or a beneficial interest therein) set forth in this Indenture and the Restricted Legend and agrees that it will transfer such Note (and a beneficial interest therein) only in accordance with this Indenture and the Restricted Legend.

Section 2.02.Execution and Authentication; Additional Notes.

(a)An Officer shall execute the Notes for the Company by electronic or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.

(b)A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under this Indenture.

(c)At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:

(i)Initial Notes for original issue in the aggregate principal amount not to exceed $1,950,000,000; and

(ii)Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company.

Section 2.03.Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust.

(a)The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture to the Trustee in respect of the obligations of the Trustee to be performed by such Agent will be deemed to be references to such Agent. The Company may act as Registrar or (except for purposes of Article Eight) Paying Agent. In each case the Company and the Trustee will enter into an appropriate agreement with the Agent implementing the provisions of this Indenture relating to the obligations of the Trustee to be performed by the Agent and the related rights. The Company initially appoints the Trustee as Registrar and Paying Agent.

(b)The Company will require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Notes and will promptly notify the Trustee in writing of any Default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment Default, upon written request to a Paying Agent, require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent will have no further liability for the money so paid over to the Trustee.

Section 2.04.Replacement Notes. If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully taken, the Company will issue and the Trustee will authenticate a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. Every replacement Note is an additional obligation of the Company and entitled to the benefits of this Indenture. An indemnity must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company and the Trustee from any loss they may suffer if a Note is replaced. The Company may charge the Holder for the expenses of the Company and the Trustee in replacing a Note. In case the mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may pay the Note instead of issuing a replacement Note.

Section 2.05.Outstanding Notes.

(a)Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for:

(1)Notes cancelled by the Trustee or delivered to it for cancellation;

(2)any Note which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser; and

(3)on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an offer to purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due.

(b)A Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note; provided that, in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding (it being understood that, in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Responsible Officer of the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company.

Section 2.06.Temporary Notes. Until definitive Notes are ready for delivery, the Company may prepare and the Trustee will authenticate temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officer executing the temporary Notes, as evidenced by the execution of the temporary Notes. If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes will be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for the purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any temporary Notes, the Company will execute and the Trustee will authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes will be entitled to the same benefits under this Indenture as definitive Notes.

Section 2.07.Cancellation. The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold. Any Registrar or the Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or payment. The Trustee will cancel all Notes surrendered for transfer, exchange, payment or cancellation and dispose of them in accordance with its normal procedures. The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.

Section 2.08.CUSIP Numbers. The Company in issuing the Notes may use “CUSIP” numbers, and the Trustee will use “CUSIP” numbers in notices of redemption or exchange or in offers to purchase as a convenience to Holders; provided that neither the Company nor the Trustee shall have any responsibility for any defect in the “CUSIP” number that appears on any Note, check, advice of payment or notice of redemption or exchange or offer to purchase and that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange or offer to purchase and that reliance may be placed only on the other elements of identification printed on the Notes, and any such redemption, exchange or purchase shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers.

Section 2.09.Registration, Transfer and Exchange.

(a)The Notes will be issued in registered form only, without coupons, and the Company shall cause the Trustee to maintain a register (the “Register”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes. Except under the circumstances described in clause (b)(4) below, the Notes will be issued in global form only.

(b)

(1)Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.

(2)Each Global Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.09(b)(4).

(3)Agent Members will have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

(4)If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by

the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note will be deemed canceled. If such Note does not bear the Restricted Legend, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend. If such Note bears the Restricted Legend, then the Certificated Notes issued in exchange therefor will bear the Restricted Legend.

(c)Each Certificated Note will be registered in the name of the Holder thereof or its nominee.

(d)A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.02. The Trustee will promptly register any such transfer or exchange that meets the requirements of this Section 2.09 by noting the same in the Register maintained by the Trustee for the purpose; provided that (x) no transfer or exchange will be effective until the transfer or exchange is registered in such Register and (y) the Trustee will not be required (i) to issue, register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed, (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except, in the case of a partial redemption, that portion of the Note not being redeemed, or (iii) if a redemption is to occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Regular Record Date and before the date of redemption. Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof for all purposes (whether or not the Note is overdue), and will not be affected by notice to the contrary.

From time to time, the Company will execute and the Trustee will authenticate additional Notes as necessary in order to permit the registration of a transfer or exchange in accordance with this Section 2.09.

No service charge will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or other similar governmental charge payable upon transfer or exchange pursuant to clause (b)(4) above or Section 2.06, Section 3.07, Section 4.10 or Section 9.04 hereof).

(e)

(1)Global Note to Global Note. If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an

interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(2)Global Note to Certificated Note. If a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.

(3)Certificated Note to Global Note. If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

(4)Certificated Note to Certificated Note. If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

Section 2.10.Restrictions on Transfer and Exchange.

(a)The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.10 and the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

(b)The transfer or exchange of any Note (or a beneficial interest therein) that bears the Restricted Legend may only be made in compliance with the provisions of the Restricted Legend.

(c)The transfer or exchange of a beneficial interest in an Offshore Global Note for a beneficial interest in a U.S. Global Note may only be made upon receipt by the Trustee of a duly completed Rule 144A Certificate.

(d)No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information; provided that the Company has provided the Trustee with an Officer’s Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in

reliance upon this clause (d) an Opinion of Counsel and any other reasonable certifications and evidence in order to support such Officer’s Certificate.

Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted Legend.

(e)The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee. In the case of any transfer of a Certificated Note, the transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including, without limitation, any cost basis reporting obligations under Section 6045 of the Internal Revenue Code of 1986, as amended. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Article 3
REDEMPTION AND PREPAYMENT

Section 3.01.Optional Redemption.

(a)Prior to August 1, 2027, the Company may, at its option and on any one or more occasions, redeem all or a part of the 2030 Notes at a redemption price equal to 100.000% of the principal amount of the 2030 Notes redeemed, plus the 2030 Applicable Premium as of, and accrued and unpaid interest, if any, on the 2030 Notes redeemed to, but excluding, the applicable redemption date (subject to the rights of Holders of 2030 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). The Trustee will not be responsible for the calculation of the 2030 Applicable Premium in connection with such redemption.

(b)On or after August 1, 2027, the Company may, at its option and on any one or more occasions, redeem all or a part of the 2030 Notes at the following redemption prices (expressed as percentages of the principal amount) plus accrued and unpaid interest, if any, on the 2030 Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on August 1 of the years indicated below (subject to the rights of Holders of the 2030 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date):


Redemption year			Price
2027			103.500%
2028			101.750%
2029 and thereafter			100.000%

(c)Before August 1, 2027, the Company may, at its option and on any one or more occasions, redeem up to 40% of the aggregate principal amount of all 2030 Notes (calculated after giving effect to any issuance of Additional 2030 Notes) issued under this Indenture at a redemption price (calculated by the Company) equal to (i) 107.000% of the aggregate principal amount thereof, with an amount equal to or less than the proceeds from one or more Equity Offerings to the extent such proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date

(subject to the rights of Holders of 2030 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided that:

(1)at least 60% of the aggregate principal amount of all 2030 Notes (calculated after giving effect to any issuance of Additional 2030 Notes) issued remains outstanding after each such redemption; and

(2)the redemption date is within 180 days of the consummation of any such Equity Offering.

(d)Prior to August 1, 2028, the Company may, at its option and on any one or more occasions, redeem all or a part of the 2033 Notes at a redemption price equal to 100.000% of the principal amount of the 2033 Notes redeemed, plus the 2033 Applicable Premium as of, and accrued and unpaid interest, if any, on the 2033 Notes redeemed to, but excluding, the applicable redemption date (subject to the rights of Holders of 2033 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). The Trustee will not be responsible for the calculation of the 2033 Applicable Premium in connection with such redemption.

(e)On or after August 1, 2028, the Company may, at its option and on any one or more occasions, redeem all or a part of the 2033 Notes at the following redemption prices (expressed as percentages of the principal amount) plus accrued and unpaid interest, if any, on the 2033 Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on August 1 of the years indicated below (subject to the rights of Holders of the 2033 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date):


Redemption year			Price
2028			103.688%
2029			101.844%
2030 and thereafter			100.000%

(f)Before August 1, 2028, the Company may, at its option and on any one or more occasions, redeem up to 40% of the aggregate principal amount of all 2033 Notes (calculated after giving effect to any issuance of Additional 2033 Notes) issued under this Indenture at a redemption price (calculated by the Company) equal to (i) 107.375% of the aggregate principal amount thereof, with an amount equal to or less than the proceeds from one or more Equity Offerings to the extent such proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date (subject to the rights of Holders of 2033 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided that:

(1)at least 60% of the aggregate principal amount of all 2033 Notes (calculated after giving effect to any issuance of Additional 2033 Notes) issued remains outstanding after each such redemption; and

(2)the redemption date is within 180 days of the consummation of any such Equity Offering.

(g)Nothing herein shall limit the ability of the Company or its Affiliates to purchase or acquire Notes in open market purchases, tender or exchange offers or other negotiated transactions.

(h)If Holders of not less than 90% in aggregate principal amount of the outstanding Notes of either series validly tender and do not withdraw such Notes in connection with any tender offer or other offer to purchase such Notes (including pursuant to a Change of Control Offer) and the Company, or any other Person making such offer in lieu of the Company, purchases all of such Notes validly tendered and not validly withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, to redeem all such Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable price paid to Holders of such Notes in such purchase, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of such Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).

Section 3.02.Notices to the Trustee. If the Company elects to redeem the Notes, it shall notify the Trustee of the redemption date and the principal amount of the Notes to be redeemed and the redemption price. The Company shall give such notice to the Trustee at least 10 days before the redemption date (or such shorter notice as may be acceptable to the Trustee).

Section 3.03.Selection of the Notes to be Redeemed. In the case of a partial redemption, selection of the Notes of a series for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount of such Note to be redeemed. A new Note in principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.

Section 3.04.Notice of Redemption.

(a) Notice of redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed. The notice shall identify the Notes to be redeemed and shall state:

(1)the redemption date;

(2)the redemption price or the appropriate calculation of the redemption price, which in each case will include interest accrued and unpaid to the date fixed for redemption;

(3)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(4)the name and address of the Paying Agent;

(5)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6)that, unless the Company defaults on making such redemption payment, interest on Notes or portion thereof called for redemption ceases to accrue on and after the redemption date;

(7)the paragraph of the Notes and/or provision of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(8)the CUSIP number printed on the Notes being redeemed; and

(9)that no representation is made as to the correctness or accuracy of the CUSIP number listed in such notice or printed on the Notes.

(b)Any notice of redemption may, at the Company’s discretion, be subject to the satisfaction or waiver of one or more conditions precedent, including completion of an Equity Offering, financing transaction, Change of Control Triggering Event or other transaction. If such redemption is subject to satisfaction or waiver of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. In no event shall the Trustee be responsible for

monitoring, or charged with knowledge of, the maximum aggregate amount of the Notes eligible under this Indenture to be redeemed.

(c)At the Company’s written request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 10 days prior to the redemption date (or such shorter notice as may be acceptable to the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as required by this Section 3.04.

Section 3.05.Effect of Notice of Redemption. Once notice of redemption is mailed or electronically delivered, as the case may be, in accordance with Section 3.04 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.04(b)), unless such redemption or purchase is conditioned on the happening of a future event. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

Section 3.06.Deposit of Redemption Price.

(a)Prior to 12:00 p.m. (New York City time) on the redemption date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary of the Company is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of, and accrued interest on, the Notes to be redeemed on that date, other than Notes or portions of Notes called for redemption that have been delivered by the Company to the Trustee for cancellation. The Trustee or the Paying Agent shall as promptly as practicable return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed. If such money is then held by the Company in trust and is not required for such purpose it shall be discharged from such trust. In addition, if any money deposited with the Trustee or with the Paying Agent, or held by the Company, in respect of any redemption of Notes remains unclaimed for two years after the applicable redemption date, such money shall be handled in accordance with Section 8.06.

(b)If the Company complies with the provisions of Section 3.06(a), on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes redeemed. If a Note is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such Regular Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with Section 3.06(a), interest shall be paid on the unpaid principal from the redemption date until such principal is paid and, to the extent lawful, on any interest not paid on such unpaid principal.

Section 3.07.Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Company shall execute and, upon the Company’s written request, the Trustee shall authenticate for the Holder (at the Company’s expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

Article 4
COVENANTS

Section 4.01.Payment of Notes.

(a)The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary Guarantor or an Affiliate of the Company or a Subsidiary Guarantor, holds as of 12:00 p.m. (New York City time) on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

(b)Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Company will make, or cause to be made, all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address.

Section 4.02.SEC Reports. The Company shall file with the Trustee, within 15 days after it files the same with the SEC, copies of the annual reports and of the information, documents and other reports, if any, that it is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act or pursuant to TIA § 314. All required information, documents and other reports referred to in this Section 4.02 shall be deemed filed with the Trustee at the time such information, documents and other reports are publicly filed with the SEC; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been so filed.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute actual or constructive notice or actual or constructive knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder. The Trustee shall not be obligated to (i) monitor or confirm, on a continuing basis or otherwise, our compliance with our covenants under this Indenture or with respect to any reports or other documents filed by the Company with the SEC, the ▇▇▇▇▇ filing system (or any successor thereto) or any website, or (ii) participate in any conference calls.

Section 4.03.Compliance Certificate. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, commencing with the fiscal year ending December 31, 2025, an Officer’s Certificate stating that, in the course of the performance by the signer of his or her duties as an Officer of the Company, he or she would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period. If the signer does, the certificate shall describe the Default, its status and what action the Company is taking or propose to take with respect thereto.

Section 4.04.Further Instruments and Acts. The Company shall execute and deliver to the Trustee such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 4.05.Corporate Existence. Subject to Article Five hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(a)its corporate existence in accordance with its organizational documents (as the same may be amended from time to time); and

(b)the rights (charter and statutory), licenses and franchises of the Company; provided, however, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Section 4.06.Maintenance of Office or Agency.

(a)The Company shall maintain in the United States an office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served to the Trustee.

(b)The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or presented for any of such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 4.07.Limitation on Liens. The Company shall not, and shall not permit any of its Subsidiaries to, create, incur, issue, assume or guarantee any debt of the Company or any of its Subsidiaries secured by a Lien (other than Permitted Liens) upon any Property, or upon shares of capital stock or evidence of indebtedness issued by any of the Company’s Subsidiaries, and owned by the Company or by any of the Company’s Subsidiaries, without making effective provision to secure all of the Notes, equally and ratably with any and all other debt secured thereby, so long as any of such other debt shall be so secured.

Section 4.08.Limitation on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Subsidiary of the Company to, enter into any arrangement with any Person providing for the leasing by the Company or any Subsidiary of the Company of any Property that has been or is to be sold or transferred by the Company or such Subsidiary of the Company to such Person, with the intention of taking back a lease of such property or assets (a “Sale and Leaseback Transaction”) unless either:

(a)within 12 months after the receipt of the proceeds of the sale or transfer, the Company or any Subsidiary of the Company applies an amount equal to the greater of the net proceeds of the sale or transfer or the fair value of such property or assets (as determined in good

faith by the Board of Directors as of any date within 90 days prior to the date of such sale or transfer) to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt; or

(b)the Company or such Subsidiary of the Company would be entitled, at the effective date of the sale or transfer, to incur debt secured by a Lien on such property or assets in an amount at least equal to the Attributable Debt in respect of the Sale and Leaseback Transaction, without equally and ratably securing the Notes pursuant to Section 4.07.

The restriction in this Section 4.08 shall not apply to any Sale and Leaseback Transaction (i) for a term of not more than three years including renewals; (ii) between the Company and a Subsidiary of the Company or between Subsidiaries of the Company; provided that the lessor is the Company or a wholly-owned Subsidiary of the Company; or (iii) entered into within 270 days after the later of the acquisition or completion of construction of the subject property or assets.

Section 4.09.Subsidiary Guarantees. If, from and after the Issue Date, any Credit Facility Debt or Capital Markets Debt of the Company or any Subsidiary of the Company is or becomes guaranteed by any Domestic Subsidiary of the Company, then, if such Domestic Subsidiary of the Company is not already a Subsidiary Guarantor, the Company shall cause such Domestic Subsidiary within 30 days after such Domestic Subsidiary guarantees such Credit Facility Debt or Capital Markets Debt to (a) execute and deliver to the Trustee a supplemental indenture in the form of Exhibit B pursuant to which such Domestic Subsidiary shall fully and unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture, including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if any, on the Notes and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms set forth in Article Ten, and (b) deliver to the Trustee an Opinion of Counsel to the effect that (i) such supplemental indenture and Guarantee of the Notes has been duly executed and authorized and (ii) such supplemental indenture and Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Domestic Subsidiary of the Company, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity.

Section 4.10.Repurchase of Notes Upon a Change of Control.

(a)Upon the occurrence of a Change of Control Triggering Event with respect to a series of Notes, unless the Company has exercised its right to redeem the Notes of such series as set forth in Article Three, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase, subject to the rights of Holders of Notes of such series on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). Within 30 days following the date upon which the Change of Control Triggering Event occurred with respect to a series of Notes, or, at the option of the Company, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, electronically or by first-class mail, a notice to each Holder of Notes of such series, with a copy to the Trustee, describing the transaction or

transactions that constitute the Change of Control Triggering Event and, if sent prior to the date of consummation of the Change of Control, stating that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date specified in such notice. Such notice shall also state:

(1)that the Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes tendered will be accepted for payment;

(2)the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is sent, other than as may be required by applicable law (the “Change of Control Payment Date”);

(3)that any Note not tendered will continue to accrue interest;

(4)that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5)that Holders electing to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice or transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6)that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have the Notes purchased; and

(7)that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.

(b)The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.

(c)On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2)deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3)deliver or cause to be delivered to the Trustee the Notes properly accepted pursuant to the Change of Control Offer together with an Officer’s Certificate stating the

aggregate principal amount of Notes or portions of Notes being purchased by the Company.

(d)The Paying Agent will promptly transmit to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to the unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 and or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(e)Except as described in this Section 4.10, this Indenture does not contain provisions that permit Holders of the Notes to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

(f)Notwithstanding anything to the contrary in this Section 4.10, the Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 and purchases all Notes properly tendered and not properly withdrawn pursuant to the Change of Control Offer or (1) notice of redemption has been given pursuant to Section 3.04.

Article 5
SUCCESSOR COMPANIES

Section 5.01.Merger, Consolidation or Sale of Assets of the Company. The Company shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its property in any one transaction or series of related transactions unless:

(a)the Company shall be the surviving Person or the surviving person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia;

(b)the surviving person (if other than the Company) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such surviving person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company;

(c)immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and

(d)the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 5.01 and that all conditions precedent provided herein relating to such transaction have been complied with.

For the purposes of this Section 5.01, the sale, transfer, assignment, lease, conveyance or other disposition of all the property of one or more Subsidiaries of the Company, which property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company.

Section 5.02.Merger Consolidation or Sale of Assets of Subsidiary Guarantors. Unless the Subsidiary Guarantee of a Subsidiary Guarantor is permitted to be released in connection with such transaction pursuant to Section 10.05, such Subsidiary Guarantor shall not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its property in any one transaction or series of related transactions unless:

(a)such Subsidiary Guarantor shall be the surviving person or the surviving person (if other than such Subsidiary Guarantor) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation, limited partnership or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia;

(b)the surviving person (if other than such Subsidiary Guarantor) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such surviving person, such Subsidiary Guarantor’s guarantee of the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor;

(c)immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and

(d)the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 5.02 and that all conditions precedent in this Indenture relating to such transaction have been complied with.

Section 5.03.Surviving Person Substituted.

(a)In case of any such consolidation, amalgamation, merger, sale, conveyance, assignment, transfer, lease or other disposition and upon the assumption by the successor entity, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company or a Subsidiary Guarantor, as the case may be, such successor entity shall succeed to and be substituted for and may exercise every right and power of the Company or a Subsidiary Guarantor, as the case may be, under this Indenture with the same effect as if it had been named as the Company or a Subsidiary Guarantor, as the case may be, herein and therein and thereupon the predecessor entity shall be relieved of all obligations and covenants under this Indenture and the Notes.

(b)In case of any such consolidation, amalgamation, merger, sale, conveyance, assignment, transfer, lease or other disposition such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

(c)Nothing contained in this Indenture or the Notes shall prevent (i) the Company or any Subsidiary Guarantor from merging into itself or acquiring by purchase or otherwise all or any part of the property of any other Person (whether or not affiliated with the Company); or (i) any Subsidiary Guarantor from merging or consolidating with or into, or selling, transferring, assigning, leasing, conveying or otherwise disposing of all of substantially all of its property to, the Company or another Subsidiary Guarantor.

Article 6
DEFAULT AND REMEDIES

Section 6.01.Events of Default. (a) Each of the following constitutes an “Event of Default” with respect to each series of Notes:

(1)a Default in the payment of the principal amount or redemption price with respect to any Note of such series when such amount becomes due and payable;

(2)the Company fails to pay interest on any Note of such series within 30 days of when such amount becomes due and payable;

(3)the Company or any Subsidiary Guarantor fails to comply with any of its covenants or agreements in this Indenture or the Notes of such series (other than a failure that is subject to the foregoing clauses (1) or (2)) and the Company fails to cure (or obtain a waiver of) such Default and such failure continues for 90 days (or, in the case of Section 4.02, 120 days) after written notice is given to the Company as specified below;

(4)a default under any debt for money borrowed by the Company or any Significant Subsidiary of the Company that results in acceleration of the maturity of such debt, or failure to pay any such debt within any applicable grace period after final Stated Maturity, in an aggregate amount greater than $125.0 million, or its Foreign Currency equivalent at the time, without such debt having been discharged or acceleration having been rescinded or annulled within 10 days after receipt by the Company of notice of the Default by the Trustee or Holders of not less than 25% in aggregate principal amount of the Notes of a series then outstanding;

(5)the rendering of any final and nonappealable judgment or decree (not covered by insurance) for the payment of money in an aggregate amount greater than $125.0 million or its Foreign Currency equivalent at the time (treating any deductibles, self-insurance or retention as not so covered) against the Company or any Significant Subsidiary and such final judgment or decree remains outstanding and is not satisfied, discharged or waived within a period of 60 days following such judgment;

(6)the Company, any Subsidiary Guarantor or any Significant Subsidiary of the Company pursuant to or within the meaning of any Bankruptcy Law:

(i)commences a voluntary case;

(ii)consents to the entry of an order for relief against it in an involuntary case;

(iii)consents to the appointment of a Custodian of it or for any substantial part of its property; or

(iv)makes a general assignment for the benefit of its creditors; or

(v)takes any comparable action under any foreign laws relating to insolvency;

(7)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)is for relief against the Company, any Subsidiary Guarantor or any Significant Subsidiary of the Company in an involuntary case;

(ii)appoints a Custodian of the Company, any Subsidiary Guarantor or any Significant Subsidiary of the Company or for any substantial part of its property; or

(iii)orders the winding up or liquidation of the Company, any Subsidiary Guarantor or any Significant Subsidiary of the Company; or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days; or

(8)except as permitted pursuant to Section 10.05 any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Subsidiary Guarantor, or any Person acting on its behalf, shall deny or disaffirm its obligations under its Subsidiary Guarantee.

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

The term “Custodian” means, for the purposes of this Article Six, any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

A Default under clause (3) is not an Event of Default until the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of such series then outstanding notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of a Default or an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.

Section 6.02.Acceleration.

(a)If an Event of Default (other than an Event of Default specified in Section 6.01(a)(6) or (7) with respect to the Company or any Subsidiary Guarantor) shall have occurred and be continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of a series then outstanding may, by notice to the Company in writing (and to the Trustee, if given by Holders of such Notes) specifying the Event of Default, declare to be immediately due and payable the principal amount of all the Notes of such series then outstanding plus accrued and unpaid interest to the date of acceleration. Upon such a declaration, such amounts shall be due and payable immediately. If an Event of Default specified in Section 6.01(a)(6) or (7) with respect to the Company or any Subsidiary Guarantor shall occur, the principal amount of all the Notes of such series then outstanding plus accrued and unpaid interest on the Notes of such series shall ipso facto become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder.

(b)At any time after the principal of the Notes of a series shall have been so declared due and payable (or has become immediately due and payable), and before any judgment or decree for the payment of the moneys due shall have been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Notes of such series then outstanding may, by written notice to the Company and the Trustee, rescind and annul such declaration and its consequences and waive such Event of Default, if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon the Notes of such series and the principal of (and premium, if any, on) the Notes of such series that shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Notes to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.07, and (ii) all Events of Default under this Indenture, other than the nonpayment of accelerated principal, premium, if any, or interest on Notes, shall have been remedied or waived as provided in Section 6.04. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Section 6.03.Other Remedies.

(a)If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of the principal amount of, premium, if any, and accrued and unpaid interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

(b)The Trustee may institute and maintain a suit or legal proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 6.04.Waiver of Past Defaults. The Holders of a majority in principal amount of the Notes of a series then outstanding may, by written notice to the Trustee, waive an existing Default and its consequences with respect to such series, except (i) a Default in the payment of the principal amount of, premium, if any, and accrued and unpaid interest on such Notes, or (ii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

Section 6.05.Control by Majority. The Holders of a majority in aggregate principal amount of the Notes of a series then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes of such series. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would subject the Trustee to personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall receive indemnity satisfactory to it against all losses, liabilities, claims and expenses caused by taking or not taking such action.

Section 6.06.Limitation on Suits.

(a)Except to enforce the right to receive payment of the principal amount of, premium, if any, and accrued and unpaid interest on a Note when due, no Holder may pursue any remedy with respect to this Indenture or the Notes of a series unless:

(1)the Holder previously gave the Trustee written notice stating that an Event of Default is continuing;

(2)the Holders of at least 25% in aggregate principal amount of the Notes then outstanding make a written request to the Trustee to pursue the remedy;

(3)such Holder or Holders offer to the Trustee indemnity or security to it reasonably satisfactory to it against any loss, liability or expense;

(4)the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and

(5)the Holders of a majority in aggregate principal amount of the Notes of such series then outstanding do not give the Trustee a written direction inconsistent with the request during such 60-day period.

(b)It is understood and intended and expressly covenanted by each Holder with every other Holder and the Trustee that a Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

Section 6.07.Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal amount of, premium, if any, and accrued and unpaid interest on the Notes held by such Holder, on or after the Stated Maturity, or to bring suit for the enforcement of any such payment on or after the Stated Maturity, shall not be impaired or affected without the consent of such Holder.

Section 6.08.Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

Section 6.09.Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by applicable law or regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due to the Trustee under Section 7.07.

Section 6.10.Priorities. If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order:

(a)First: to the Trustee in all of its capacities hereunder for amounts due under this Indenture;

(b)Second: to Holders for amounts due and unpaid on the Notes of the applicable series for the principal amount of, premium, if any, and accrued and unpaid interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for the principal amount of, premium, if any, and accrued and unpaid interest, respectively; and

(c)Third: to the Company.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and the amount to be paid.

Section 6.11.Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as the Trustee, a court in its discretion may require the filing, by any party litigant in the suit, of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Notes then outstanding.

Section 6.12.Waiver of Stay, Extension or Usury Laws. Neither the Company nor any Subsidiary Guarantor (to the extent the Company or such Subsidiary Guarantor may lawfully do so) shall at any time insist upon, plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law or any usury law, wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture, and the Company and each Subsidiary Guarantor (to the extent that the Company or such Subsidiary Guarantor may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Article 7
THE TRUSTEE

Section 7.01.Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b)Except during the continuance of an Event of Default:

(1)the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such Officer’s Certificates or Opinions of Counsel which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officer’s Certificates or Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)The Trustee may not be relieved from liability for its own grossly negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1)this Section 7.01(c) does not limit the effect of Section 7.01(b);

(2)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d)Every provision of this Indenture that in any way relates to the Trustee is subject to Sections 7.01(a), (b) and (c).

(e)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

(f)Money held in trust by the Trustee need not be segregated from funds except to the extent required by law.

(g)No provision of this Indenture shall require the Trustee to expend or risk any of its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01.

Section 7.02.Rights of Trustee.

(a)The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c)The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence.

(e)The Trustee may consult with counsel of its choice, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes, shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(g)The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(i)Subject to Section 7.01(a), the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the losses, expenses and liabilities which might be incurred by the Trustee in compliance with such request or direction.

(j)The Trustee shall not be bound to make any inquiry or investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(k)The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by the Trustee to be authorized or within the discretion or rights or powers conferred upon the Trustee by this Indenture.

(l)In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(m)The Trustee may request that the Company deliver a certificate setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(n)The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(o)The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail (PDF only), facsimile transmission or other similar unsecured electronic methods; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing designated persons with the authority to provide such instructions, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile transmission instructions (or instructions by a similar electronic method) and the Trustee in its sole and absolute discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, damages, costs, fees or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception by third parties.

Section 7.03.Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Paying Agent, the Registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

Section 7.04.Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, shall not be accountable for the Company’s use of the proceeds from the Notes and shall not be responsible for any statement of the Company in this Indenture, the Notes or any document executed in connection with the sale of the Notes, other than those set forth in the Trustee’s certificates of authentication.

Section 7.05.Notice of Defaults. If a Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall send, electronically or by first-class mail, to each Holder notice of the Default within 90 days after it occurs. The Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of Holders.

Section 7.06.[Reserved.]

Section 7.07.Compensation and Indemnity.

(a)The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, court costs, accountants and experts. The Company shall indemnify the Trustee and any predecessor Trustee against any and all loss, liability, damage, claim or expense (including reasonable attorneys’ fees and expenses) incurred by or in connection with the administration of this trust, the enforcement of this Indenture (including this Section 7.07) and the performance of its duties hereunder; provided that the Company need not reimburse any expense or indemnify against any loss, liability, damage, claim or expense incurred by an indemnified party through such party’s own gross negligence or willful misconduct as finally adjudicated by a court of competent jurisdiction. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company of its indemnity obligations hereunder.

(b)To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay the principal of and interest and any additional payments on the Notes.

(c)When the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 6.01(a)(6) or (7) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. The Company’s payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture or the resignation or removal of the Trustee.

Section 7.08.Replacement of Trustee.

(a)The Trustee may resign with respect to either or both series of Notes at any time by so notifying the Company. The Holders of a majority in principal amount of the Notes of a series then outstanding may remove the Trustee with respect to such series and may appoint a successor Trustee by so notifying the Trustee and the Company in writing not less than 30 days prior to the effective date of such removal. The Company shall remove the Trustee if:

(1)the Trustee fails to comply with Section 7.10;

(2)the Trustee is adjudged bankrupt or insolvent;

(3)a receiver or other public officer takes charge of the Trustee or its property; or

(4)the Trustee otherwise becomes incapable of acting.

(b)If the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the Notes of a series then outstanding, and such Holders do not reasonably promptly appoint a successor Trustee or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

(c)A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall send, electronically or by first-class mail, a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as the Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07.

(d)If a successor ▇▇▇▇▇▇▇ does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Notes of the applicable series then outstanding may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

(e)If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Section 7.09.Successor Trustee by ▇▇▇▇▇▇.

(a)If the Trustee consolidates with, merges or converts into, or sells or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

(b)In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture and any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and if at that time any of the Notes shall not have been authenticated, any such successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

Section 7.10.Eligibility. The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

Article 8
LEGAL DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND DISCHARGE

Section 8.01.Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of the Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to the Notes upon compliance with the conditions set forth below in this Article Eight.

Section 8.02.Legal Defeasance and Discharge. (a) Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes of a series on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire debt represented by the outstanding Notes of a series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its other obligations under such series of Notes and this Indenture (and the Trustee, on demand and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(1)the Company’s obligations with respect to the Notes of such series under Article Two;

(2)the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith under Article Two and Article Seven (including, but not limited to, the rights of the Trustee and the duties of the Company under Section 7.07, which shall survive despite the satisfaction in full of all obligations hereunder); and

(3)this Article Eight.

Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03.Covenant Defeasance. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Notes, each of the Company, the Subsidiary Guarantors and any Significant Subsidiaries, as applicable, shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Section 4.02, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Article 5, Section 6.01(a)(4), Section 6.01(a)(5), Section 6.01(a)(6),Section 6.01(a)(7) and Section 6.01(a)(8) hereof on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes of such series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders thereof (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood the Notes of such series shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Notes, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(3) hereof (solely with respect to the covenants described in Section 4.02, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Article 5, Section 6.01(a)(4), Section 6.01(a)(5), Section 6.01(a)(6),Section 6.01(a)(7) and Section 6.01(a)(8)) shall not constitute an Event of Default with respect to such Notes.

Section 8.04.Conditions to Legal or Covenant Defeasance. (a) The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes of a series:

(1)the Company must irrevocably deposit in trust with the Trustee money or U.S. Government Obligations or a combination thereof for the payment of principal of and interest on the Notes of such series to the Stated Maturity or redemption, as the case may be;

(2)the Company shall have delivered to the Trustee a certificate from a nationally recognized firm of independent registered public accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on the Notes of such series to the Stated Maturity or redemption, as the case may be;

(3)no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than, if applicable, a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(4)such deposit must not constitute a default under any other agreement or instrument binding on the Company;

(5)in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(6)in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Notes of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and

(7)the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes of such series as contemplated by this Section 8.04 have been complied with.

Section 8.05.Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.

(a)Subject to Section 8.06 hereof, all money and noncallable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or

through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of the applicable series of Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

(b)The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or noncallable U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes of such series.

(c)Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or noncallable U.S. Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a)(2) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06.Repayment to Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or, if then held by the Company, shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07.Reinstatement. If the Trustee or Paying Agent is unable to apply any Dollars or noncallable U.S. Government Obligations in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders to receive such payment from the money held by the Trustee or Paying Agent.

Section 8.08.Satisfaction and Discharge of Indenture. If at any time: (a) the Company shall have delivered to the Trustee all Notes of a series theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.04 and for whose payment money and/or U.S. Government Obligations have been deposited in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such trust, as provided in Section 8.06) for cancellation or (b) the Notes of such series not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company irrevocably deposits with the Trustee cash in United States Dollars, noncallable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay at maturity or upon redemption of the Notes not theretofore delivered to the Trustee for cancellation, and if in either case the Company pays all other sums related to such Notes payable under this Indenture by the Company and the Company has delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate, each stating that all conditions precedent relating to the satisfaction and discharge of this Indenture with respect to such Notes have been complied with, then this Indenture shall thereupon cease to be of further effect with respect to such Notes except for:

(1)the Company’s obligations with respect to such Notes under Article Two;

(2)the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, the rights of the Trustee and the duties of the Company under Section 7.07, which shall survive despite the satisfaction in full of all obligations hereunder); and

(3)this Article Eight,

(4)each of which shall survive until the applicable series of Notes has been paid in full (thereafter, the Company’s obligations in Section 7.07 only shall survive).

Upon the Company’s exercise of this Section 8.08, the Trustee, on demand and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture.

Article 9
AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01.Without Consent of Holders. (a) The Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or a series of Notes without the consent of any Holder of such series:

(1)to evidence the succession of another Person to the Company or a Subsidiary Guarantor pursuant to Article Five and the assumption by such successor of the Company’s or such Subsidiary Guarantor’s covenants, agreements and obligations in this Indenture and the Notes;

(2)to provide for the issuance of Additional Notes in accordance with the limitations set forth herein;

(3)to surrender any right or power conferred upon the Company or any Subsidiary Guarantor by this Indenture, to add to the covenants of the Company or any

Subsidiary Guarantor such further covenants, restrictions, conditions or provisions for the protection of the Holders as the Board of Directors shall consider to be for the protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under this Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Notes to waive such Default;

(4)to cure any ambiguity, omission, defect or inconsistency or to correct or supplement any provision contained in this Indenture, in any supplemental indenture or in any Notes that may be defective or inconsistent with any other provision contained therein or in any applicable offering document with respect to the Notes;

(5)to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not materially adversely affect the interests of any Holders;

(6)to add or to change any of the provisions of this Indenture to provide that Notes in bearer form may be registrable as to principal, to change or eliminate any restrictions on the payment of principal or premium with respect to Notes in registered form or of principal, premium or interest with respect to Notes in bearer form, or to permit Notes in registered form to be exchanged for Notes in bearer form, so as to not adversely affect the interests of the Holders or any coupons of the Notes in any material respect or permit or facilitate the issuance of Notes in uncertificated form;

(7)to secure the Notes;

(8)to add Guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of this Indenture;

(9)to make any change not otherwise specified in this Section 9.01 that does not adversely affect the rights of any Holder in any material respect; or

(10)to evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of this Indenture by more than one Trustee.

Section 9.02.With Consent of Holders.

(a)The Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or a series of Notes and, subject to Section 6.04 and 6.07, waive compliance by the Company or any Subsidiary Guarantor with the provisions of this Indenture or such Notes, without notice to any Holder thereof but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes of such series then outstanding (including consents obtained in connection with a tender offer or exchange offer for such Notes) affected by such amendment. However, without the consent of each Holder affected, an amendment or supplement may not:

(1)reduce the principal amount of Notes, the Holders of which must consent to an amendment, modification, supplement or waiver;

(2)reduce the rate of or extend the time for payment of interest on any Note;

(3)reduce the principal amount or extend the Stated Maturity of any Note;

(4)reduce the premium payable upon the redemption or repurchase of any Notes or change the time at which any Notes may be redeemed, as described under Section 3.01 and (after a Change of Control Triggering Event has occurred), Section 4.10; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding;

(5)make any Note payable in money other than that stated in this Indenture or such Note;

(6)other than in accordance with the provisions of this Indenture, eliminate any existing Subsidiary Guarantee of the Notes;

(7)amend the contractual right expressly set forth in this Indenture or the Notes of any Holder of Notes to receive payment of principal and interest on such ▇▇▇▇▇▇’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such ▇▇▇▇▇▇’s Notes; or

(8)make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions.

(b)It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send, electronically or by first-class mail, to all affected Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment, supplement or waiver under this Section 9.02.

Section 9.03.Revocation and Effect of Consents and Waivers.

(a)A consent to an amendment or supplement or a waiver by a Holder shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation

before the date the amendment, supplement or waiver becomes effective. After an amendment, supplement or waiver becomes effective, it shall bind every Holder. An amendment, supplement or waiver becomes effective once both (i) the requisite number of consents have been received by the Company or the Trustee and (ii) such amendment, supplement or waiver has been executed by the Company and the Trustee.

(b)The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

Section 9.04.Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.

Section 9.05.Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article Nine if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, the Trustee shall receive indemnity reasonably satisfactory to it and (subject to Section 7.02) shall be fully protected in conclusively relying upon an Officer’s Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.

Article 10
SUBSIDIARY GUARANTEES

Section 10.01.Subsidiary Guarantee.

(a)Subject to the provisions of this Article Ten, each Subsidiary Guarantor hereby jointly and severally unconditionally guarantees, on an unsubordinated unsecured basis, irrespective of (i) the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or Default of a Subsidiary Guarantor, that:

(1)the principal of, premium, if any, interest and defaulted interest with respect to the Notes shall be duly and punctually paid in full when due, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest or defaulted interest with respect to the Notes and all other obligations of the Company or any Subsidiary Guarantor to the Holders or the Trustee hereunder or thereunder and all other obligations under this Indenture shall be promptly paid in full or performed, all in accordance with the terms of this Indenture and thereof, and

(2)in case of any extension of time of payment or renewal of the Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantee and shall entitle the Holders or the Trustee to accelerate the obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the obligations of the Company.

(b)Each Subsidiary Guarantor, by execution of its Subsidiary Guarantee, waives the benefit of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that such Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in this Indenture and such Subsidiary Guarantee.

(c)The Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to such Holder or the Trustee, the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) subject to this Article Ten, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of the Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purpose of its Subsidiary Guarantee.

(d)The Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(e)No shareholder, partner, manager, member, director, officer, employee, agent or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under the Subsidiary Guarantee of such Subsidiary Guarantor by reason of his,

her or its status as such partner, manager, member shareholder, director, officer, employee, agent or incorporator.

Section 10.02.Execution and Delivery of Subsidiary Guarantee. The execution by each Subsidiary Guarantor of this Indenture (or a supplemental indenture in the form of Exhibit B) shall evidence the Subsidiary Guarantee of such Subsidiary Guarantor, whether or not the person signing as an officer of the Subsidiary Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.

Section 10.03.Limitation of Subsidiary Guarantee. The obligations of each Subsidiary Guarantor are limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the net assets of each Subsidiary Guarantor, determined in accordance with GAAP.

Section 10.04.Waiver of Subrogation. Each Subsidiary Guarantor, by execution of this Indenture, waives to the extent permitted by law any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s obligations under this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor, by execution of its Subsidiary Guarantee, shall acknowledge that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.04 is knowingly made in contemplation of such benefits.

Section 10.05.Release of Subsidiary Guarantee. Any Subsidiary Guarantee issued pursuant to Section 4.09 (including, without limitation, any Subsidiary Guarantee issued on the Issue Date) shall be automatically and unconditionally released upon the release of the Guarantee that resulted in Section 4.09 becoming applicable (other than by reason of payment under such Guarantee) so long as the Subsidiary Guarantor providing such Subsidiary Guarantee is not at such time guaranteeing any other Credit Facility Debt or Capital Markets Debt (not including any Capital Markets Debt where the Guarantees are being simultaneously released) of the Company or any Subsidiary of the Company and no Default or Event of Default is then continuing. In addition, any Subsidiary Guarantee shall be automatically and unconditionally released upon: (i) the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of such Subsidiary Guarantor (other than to the Company or any Affiliate of the Company); or (ii) the sale or disposition of all or substantially all of the property of such Subsidiary Guarantor (other than to the Company or any Affiliate of the Company other than another Subsidiary Guarantor); provided, however, that, in each case, after giving effect to such transaction, such Subsidiary Guarantor is no longer liable for any Guarantee or other obligations in respect of any Credit Facility Debt or Capital Markets Debt of the Company or any of its Subsidiaries. Any Subsidiary Guarantee shall also be automatically and unconditionally released if the Company exercises Legal Defeasance or Covenant Defeasance as set forth in Article Eight or if the Company’s obligations under this Indenture are discharged as set forth in Section 8.08. The Company will give prompt written notice to the Trustee of the automatic release of any Subsidiary Guarantee pursuant to this Section 10.05. At the Company’s written instruction, the Trustee will execute and deliver any documents, instructions or instruments evidencing any such release.

Article 11
MISCELLANEOUS

Section 11.01.Notices.

(a)Any notice or communication shall be in writing (which may be by facsimile or electronic transmission) and delivered in person, mailed by first-class mail or sent by electronic mail or facsimile addressed as follows:

If to the Company or any Subsidiary Guarantor:

Advance Auto Parts, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇

Raleigh, North Carolina 27609

Email: ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇-▇▇▇▇.▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇▇, Executive Vice President, General Counsel and Corporate Secretary

If to the Trustee:

Computershare Trust Company, N.A.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
Email: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Attention: Corporate Trust Services – AAP Administrator

(b)The Company, any Subsidiary Guarantor, or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications.

(c)If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 11.02.Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company will furnish to the Trustee:

(1)an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signer, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with;

provided, however, that no Opinion of Counsel shall be required in connection with (i) a request by the Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with respect to such notice or (ii) a cancellation order delivered under Section 2.07.

Section 11.03.Statements Required in Certificate or Opinion. (a) Each Officer’s Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1)a statement that the individual making such certificate or opinion has read such covenant or condition;

(2)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

Section 11.04.Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustees and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 11.04.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustees deem sufficient.

(c)The ownership of bearer securities may be proved by the production of such bearer securities or by a certificate executed by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustees to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the bearer securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such bearer securities, if such certificate or affidavit is deemed by the Trustees to be satisfactory. The Trustees and the Company may assume that such ownership of any bearer security continues until (i) another such certificate or affidavit bearing a later date issued in respect of the same bearer security is produced, (i) such bearer security is produced to the Trustees by some other Person, (i) such bearer security is surrendered in exchange for a registered security or (i) such bearer security is no longer outstanding. The ownership of bearer securities may also be proved in any other manner which the Trustees deem sufficient.

(d)The ownership of registered securities shall be proved by the register maintained by the Registrar.

(e)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustees or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

(f)If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to the Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be

deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

(g)The Depositary, as a Holder, may appoint agents and otherwise authorize Participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.

Section 11.05.Governing Law. THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, THE SUBSIDIARY GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE SUBSIDIARY GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, each of the Company, the Subsidiary Guarantors and the Trustee hereby irrevocably submit to the non-exclusive jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture, the Notes or the Subsidiary Guarantees and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company, the Subsidiary Guarantors and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the Company, the Subsidiary Guarantors and the Trustee agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it, and may be enforced in any courts to the jurisdiction of which it is subject by a suit upon such judgment; provided, that service of process is effected upon it in the manner permitted by law. To the extent the Company, any Subsidiary Guarantor or the Trustee has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company, such Subsidiary Guarantor or the Trustee hereby irrevocably waives such immunity in respect of its obligations under this Indenture to the extent permitted by law.

Section 11.06.No Recourse Against Others. No shareholder, partner, manager, member, director, officer, employee, agent or incorporator, as such, of the Company or any Subsidiary Guarantor shall have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting the Notes, each Holder shall waive and release all such liability. This waiver and release shall be part of the consideration for the issuance of the Notes.

Section 11.07.Successors. All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind their successors.

Section 11.08.Multiple Originals. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Delivery of an executed signature page of this Indenture by facsimile or any other rapid transmission device designed to produce a written record of the communication transmitted shall be as effective as delivery of a manually executed counterpart thereof. The words “execution,” “executed,” “signed,” “signature” and words of like import in this Indenture or in any other certificate, agreement or document related to this Indenture shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

Section 11.09.Table of Contents and Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 11.10.Severability. If any provision in this Indenture is deemed unenforceable, it shall not affect the validity or enforceability of any other provision set forth herein or of this Indenture as a whole.

Section 11.11.Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, pandemics, epidemics, recognized public emergencies, quarantine restrictions, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, and hacking, cyber-attacks, or other use or infiltration of the Trustee’s technological infrastructure exceeding authorized access; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 11.12.U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused the Indenture to be duly executed as of the date first written above.


Very truly yours,




Advance Auto Parts, Inc.


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer

[Signature Page to Indenture]


E-Advance, LLC


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer


Advance Auto Business Support, LLC


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer


Western Auto of Puerto Rico, Inc.


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer


Western Auto of St. ▇▇▇▇▇▇, Inc.


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer


Discount Auto Parts, LLC.


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer

[Signature Page to Indenture]


B.W.P. Distributors, Inc.


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer


General Parts, Inc.


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer


General Parts International, LLC


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer


Golden State Supply LLC


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer


Worldwide Auto Parts, Inc.


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer

[Signature Page to Indenture]


▇▇▇▇▇▇-▇▇▇▇▇ Enterprises LLC


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer


General Parts Distribution LLC


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer


Western Auto Supply Company


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer


Advance Stores Company, Incorporated


By:			/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
			Title: Executive Vice President, Chief Financial Officer

[Signature Page to Indenture]


COMPUTERSHARE TRUST COMPANY, N.A.,
as 2030 Notes Trustee


By:			/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
			Title: Vice President


COMPUTERSHARE TRUST COMPANY, N.A.,
as 2033 Notes Trustee


By:			/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
			Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
			Title: Vice President

[Signature Page to Indenture]

EXHIBIT A-1

[FACE OF 2030 NOTE]

ADVANCE AUTO PARTS, INC.

7.000% Senior Notes due 2030

[CUSIP]1 ____________

No. [A-1][S-1] $[_______]

Advance Auto Parts, Inc., a Delaware corporation (the “Company”), for value received, promises to pay to _________________, or its registered assigns, the principal sum of _____________ DOLLARS ($_______) [or such other amount as indicated on the Schedule of Exchange of Notes attached hereto] on August 1, 2030.

Interest Rate: 7.000% per annum.

Interest Payment Dates: February 1 and August 1, commencing February 1, 2026.

Regular Record Dates: January 15 and July 15.

Reference is hereby made to the further provisions of this 2030 Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

1 Rule 144A Note CUSIP: 00751Y AK2

Rule 144A Note ISIN: US00751YAK29

Regulation S Note CUSIP: U0073L AB8

Regulation S Note ISIN: USU0073LAB81

A-1-1

IN WITNESS WHEREOF, the Company has caused this 2030 Note to be signed manually or electronically by its duly authorized officers.


Date:			ADVANCE AUTO PARTS, INC.


By:
			Name:
			Title:

A-1-2

(Form of Trustee’s Certificate of Authentication)

This is one of the 7.000% Senior Notes due August 1, 2030 described in the Indenture referred to in this 2030 Note.


			COMPUTERSHARE TRUST COMPANY, N.A., as Trustee


By:
			Authorized Signatory

A-1-3

[REVERSE SIDE OF 2030 NOTE]

ADVANCE AUTO PARTS, INC.

7.000% Senior Note due 2030

Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated

1.Principal and Interest.

The Company promises to pay the principal of this 2030 Note on August 1, 2030. The Company promises to pay interest on the principal amount of this 2030 Note on each Interest Payment Date, as set forth on the face of this 2030 Note, at the rate of 7.000% per annum. Interest on this 2030 Note shall accrue from _________ and will be payable semi-annually on February 1 and August 1 of each year, commencing _________, to the holders of record of the 2030 Notes at the close of business on January 15 or July 15 immediately preceding such Interest Payment Date. If an Interest Payment Date is a Legal Holiday, payment of interest shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.Indenture; Note Guarantee

This is one of the 2030 Notes issued under the Indenture, dated as of August 4, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, the Subsidiary Guarantors party thereto and Computershare Trust Company, N.A., a national banking association, as Trustee.

The 2030 Notes are general unsecured obligations of the Company. The Indenture limits the original aggregate principal amount of the 2030 Notes to $975,000,000, but Additional 2030 Notes may be issued pursuant to the Indenture, and the originally issued 2030 Notes and all such Additional 2030 Notes will vote together for all purposes as a single class. This 2030 Note is guaranteed as set forth in the Indenture.

The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries to create or incur Liens or engage in Sale and Leaseback Transactions. The Indenture also imposes certain limitations on the ability of the Company to merge, consolidate or amalgamate with or into any other Person (other than a merger of a wholly-owned Subsidiary into the Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the property of the Company in any one transaction or series of related transactions.

The 2030 Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of all such terms and provisions. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this 2030 Note and the terms of the Indenture, the terms of the Indenture will control.

A-1-4

3.Registered Form; Denominations; Transfer; Exchange.

The 2030 Notes are in registered form without coupons in minimum denominations of $2,000 principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of 2030 Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any 2030 Note or certain portions of a 2030 Note.

4.Persons Deemed Owners.

The registered Holder of this 2030 Note may be treated as its owner for the purpose of making payments on this 2030 Note and for all other purposes.

5.Optional Redemption.


Redemption year			Price
2027			103.500%
2028			101.750%
2029 and thereafter			100.000%

(c)Before August 1, 2027, the Company may, at its option and on any one or more occasions, redeem up to 40% of the aggregate principal amount of all 2030 Notes (calculated after giving effect to any issuance of Additional 2030 Notes) issued under the Indenture at a redemption price (calculated by the Company) equal to (i) 107.000% of the aggregate principal amount thereof, with an amount equal to or less than the proceeds from one or more Equity Offerings to the extent such proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date (subject to the rights of Holders of 2030 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided that:

A-1-5

(2)the redemption date is within 180 days of the consummation of any such Equity Offering.

(d)If Holders of not less than 90% in aggregate principal amount of the outstanding 2030 Notes validly tender and do not withdraw such 2030 Notes in connection with any tender offer or other offer to purchase the 2030 Notes (including pursuant to a Change of Control Offer) and the Company, or any other Person making such offer in lieu of the Company, purchases all of the 2030 Notes validly tendered and not validly withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, to redeem all 2030 Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable price paid to Holders of such Notes in such purchase, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of such Notes on the relevant date to receive interest due on the relevant Interest Payment Date).

6.Repurchase Upon a Change of Control Triggering Event.

Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the 2030 Notes as set forth in the Indenture, the Company shall be required to make an offer to each Holder to repurchase all or any part of such Holder’s 2030 Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, on the 2030 Notes repurchased to the date of repurchase, subject to the rights of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date as provided in, and subject to the terms of, the Indenture.

7.Defaults and Remedies.

The Events of Default relating to this 2030 Note are defined and set forth in Section 6.01 of the Indenture. If an Event of Default (other than an Event of Default specified in Section 6.01(a)(6) or (7) with respect to the Company or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the 2030 Notes then outstanding may, by notice to the Company in writing (and to the Trustee, if given by the Holders of the Notes) specifying the Event of Default, declare to be immediately due and payable the principal amount of all the 2030 Notes then outstanding plus accrued and unpaid interest to the date of acceleration. Upon such a declaration, such amounts shall be due and payable immediately. If an Event of Default specified in Section 6.01(a)(6) or (7) with respect to the Company or any Subsidiary Guarantor occurs, the principal amount of all the 2030 Notes then outstanding plus accrued and unpaid interest on the 2030 Notes shall ipso facto become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. Upon the occurrence of an Event of Default, the respective rights and obligations of the Company, the Subsidiary Guarantors, the Trustee and the Holders shall be as set forth in the applicable provisions of the Indenture.

The Holders of a majority in principal amount of the 2030 Notes then outstanding may waive an existing Default and its consequences except (i) a Default in the payment of the principal amount

A-1-6

of, premium, if any, and accrued and unpaid interest on the 2030 Notes or (ii) a Default in respect of a provision that under the Indenture cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

8.Amendment, Supplement and Waiver.

Subject to certain exceptions set forth in the Indenture, the Indenture or the 2030 Notes may be amended or supplemented or compliance by the Company or any Subsidiary Guarantor with the provisions of the Indenture or the 2030 Notes may be waived without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the 2030 Notes then outstanding affected by such amendment. Without the consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture or the 2030 Notes as set forth in the Indenture.

9.Authentication.

This 2030 Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this 2030 Note.

10.Governing Law.

THIS 2030 NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

11.CUSIP and ISIN Numbers.

The Company has caused CUSIP and ISIN numbers to be printed on this 2030 Note, and the Trustee may use CUSIP and ISIN numbers in notices of redemption or repurchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on this 2030 Note or as contained in any notice of redemption or repurchase and reliance may be placed only on the other identification numbers placed thereon.

12.Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

A-1-7

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED, the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within 2030 Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said 2030 Note on the books of the Company with full power of substitution in the premises.

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

In connection with any transfer of this 2030 Note occurring prior to _________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

☐ (1) This 2030 Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act and certification in the form of Exhibit F to the Indenture is being furnished herewith.

☐ (2) This 2030 Note is being transferred to a Non-U.S. Person in compliance with Regulation S under the Securities Act and certification in the form of Exhibit E to the Indenture is being furnished herewith.

☐ (3) This 2030 Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this 2030 Note and the Indenture.

A-1-8

If none of the foregoing boxes is checked, the Trustee is not obligated to register this 2030 Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:

as Transferor

By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within‑mentioned instrument in every particular, without alteration or any change whatsoever.


Signature Guarantee:2


By:
			To be executed by an executive officer

2 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-1-9

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have all of this 2030 Note purchased by the Company pursuant to Section 4.10 of the Indenture, check the box:

If you wish to have a portion of this 2030 Note purchased by the Company pursuant to Section 4.10 of the Indenture, state the principal amount of this 2030 Note you wish to have purchased (must be in minimum denominations of $2,000 and any multiples of $1,000 in excess thereof):

Date:

Your Signature:

(Sign exactly as your name appears on the face of this 2030 Note)

Signature Guarantee:3

3 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-1-10

SCHEDULE OF EXCHANGES OF INTERESTS IN GLOBAL NOTES

The initial outstanding principal amount of this Global Note is $____________. The following increases or decreases in this Global Note have been made:

Date of Exchange

Amount of decrease in principal amount of this Global Note

Amount of increase in principal amount of this Global Note

Principal amount of this Global Note following such decrease or increase

Signature of authorized officer of Trustee

A-1-11

EXHIBIT A-2

[FACE OF 2033 NOTE]

ADVANCE AUTO PARTS, INC.

7.375% Senior Notes due 2033

[CUSIP]4 ____________

No. [A-1][S-1] $[_______]

Interest Rate: 7.375% per annum.

Interest Payment Dates: February 1 and August 1, commencing February 1, 2026.

Regular Record Dates: January 15 and July 15.

Reference is hereby made to the further provisions of this 2033 Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

4 Rule 144A Note CUSIP: 00751Y AL0

Rule 144A Note ISIN: US00751YAL02

Regulation S Note CUSIP: U0073L AC6

Regulation S Note ISIN: USU0073LAC64

A-2-1

IN WITNESS WHEREOF, the Company has caused this 2033 Note to be signed manually or electronically by its duly authorized officers.


Date:	ADVANCE AUTO PARTS, INC.


	By:
		Name:
		Title:

A-2-2

(Form of Trustee’s Certificate of Authentication)

This is one of the 7.375% Senior Notes due August 1, 2033 described in the Indenture referred to in this 2033 Note.


Date:	COMPUTERSHARE TRUST COMPANY, N.A.,
	as Trustee

	By:
		Authorized Signatory

A-2-3

[REVERSE SIDE OF 2033 NOTE]

ADVANCE AUTO PARTS, INC.

7.375% Senior Note due 2033

Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated

1.Principal and Interest.

The Company promises to pay the principal of this 2033 Note on August 1, 2033. The Company promises to pay interest on the principal amount of this 2033 Note on each Interest Payment Date, as set forth on the face of this 2033 Note, at the rate of 7.375% per annum. Interest on this 2033 Note shall accrue from _________ and will be payable semi-annually on February 1 and August 1 of each year, commencing _________, to the holders of record of the 2033 Notes at the close of business on January 15 or July 15 immediately preceding such Interest Payment Date. If an Interest Payment Date is a Legal Holiday, payment of interest shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.Indenture; Note Guarantee

This is one of the 2033 Notes issued under the Indenture, dated as of August 4, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, the Subsidiary Guarantors party thereto and Computershare Trust Company, N.A., a national banking association, as Trustee.

The 2033 Notes are general unsecured obligations of the Company. The Indenture limits the original aggregate principal amount of the 2033 Notes to $975,000,000, but Additional 2033 Notes may be issued pursuant to the Indenture, and the originally issued 2033 Notes and all such Additional 2033 Notes will vote together for all purposes as a single class. This 2033 Note is guaranteed as set forth in the Indenture.

The 2033 Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of all such terms and provisions. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this 2033 Note and the terms of the Indenture, the terms of the Indenture will control.

A-2-4

3.Registered Form; Denominations; Transfer; Exchange.

The 2033 Notes are in registered form without coupons in minimum denominations of $2,000 principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of 2033 Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any 2033 Note or certain portions of a 2033 Note.

4.Persons Deemed Owners.

The registered Holder of this 2033 Note may be treated as its owner for the purpose of making payments on this 2033 Note and for all other purposes.

5.Optional Redemption.

(a)Prior to August 1, 2028, the Company may, at its option and on any one or more occasions, redeem all or a part of the 2033 Notes at a redemption price equal to 100.000% of the principal amount of the 2033 Notes redeemed, plus the 2033 Applicable Premium as of, and accrued and unpaid interest, if any, on the 2033 Notes redeemed to, but excluding, the applicable redemption date (subject to the rights of Holders of 2033 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). The Trustee will not be responsible for the calculation of the 2033 Applicable Premium in connection with such redemption.

(b)On or after August 1, 2028, the Company may, at its option and on any one or more occasions, redeem all or a part of the 2033 Notes at the following redemption prices (expressed as percentages of the principal amount) plus accrued and unpaid interest, if any, on the 2033 Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on August 1 of the years indicated below (subject to the rights of Holders of the 2033 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date):


Redemption year			Price
2028			103.688%
2029			101.844%
2030 and thereafter			100.000%

(c)Before August 1, 2028, the Company may, at its option and on any one or more occasions, redeem up to 40% of the aggregate principal amount of all 2033 Notes (calculated after giving effect to any issuance of Additional 2033 Notes) issued under the Indenture at a redemption price (calculated by the Company) equal to (i) 107.375% of the aggregate principal amount thereof, with an amount equal to or less than the proceeds from one or more Equity Offerings to the extent such proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date (subject to the rights of Holders of 2033 Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided that:

A-2-5

(2)the redemption date is within 180 days of the consummation of any such Equity Offering.

(d)If Holders of not less than 90% in aggregate principal amount of the outstanding 2033 Notes validly tender and do not withdraw such 2033 Notes in connection with any tender offer or other offer to purchase the 2033 Notes (including pursuant to a Change of Control Offer) and the Company, or any other Person making such offer in lieu of the Company, purchases all of the 2033 Notes validly tendered and not validly withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, to redeem all 2033 Notes that remain outstanding following such purchase at a redemption price in cash equal to the applicable price paid to Holders of such Notes in such purchase, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of such Notes on the relevant date to receive interest due on the relevant Interest Payment Date).

6.Repurchase Upon a Change of Control Triggering Event.

Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the 2033 Notes as set forth in the Indenture, the Company shall be required to make an offer to each Holder to repurchase all or any part of such Holder’s 2033 Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, on the 2033 Notes repurchased to the date of repurchase, subject to the rights of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date as provided in, and subject to the terms of, the Indenture.

7.Defaults and Remedies.

The Events of Default relating to this 2033 Note are defined and set forth in Section 6.01 of the Indenture. If an Event of Default (other than an Event of Default specified in Section 6.01(a)(6) or (7) with respect to the Company or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the 2033 Notes then outstanding may, by notice to the Company in writing (and to the Trustee, if given by the Holders of the Notes) specifying the Event of Default, declare to be immediately due and payable the principal amount of all the 2033 Notes then outstanding plus accrued and unpaid interest to the date of acceleration. Upon such a declaration, such amounts shall be due and payable immediately. If an Event of Default specified in Section 6.01(a)(6) or (7) with respect to the Company or any Subsidiary Guarantor occurs, the principal amount of all the 2033 Notes then outstanding plus accrued and unpaid interest on the 2033 Notes shall ipso facto become and be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. Upon the occurrence of an Event of Default, the respective rights and obligations of the Company, the Subsidiary Guarantors, the Trustee and the Holders shall be as set forth in the applicable provisions of the Indenture.

The Holders of a majority in principal amount of the 2033 Notes then outstanding may waive an existing Default and its consequences except (i) a Default in the payment of the principal amount

A-2-6

of, premium, if any, and accrued and unpaid interest on the 2033 Notes or (ii) a Default in respect of a provision that under the Indenture cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

8.Amendment, Supplement and Waiver.

Subject to certain exceptions set forth in the Indenture, the Indenture or the 2033 Notes may be amended or supplemented or compliance by the Company or any Subsidiary Guarantor with the provisions of the Indenture or the 2033 Notes may be waived without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the 2033 Notes then outstanding affected by such amendment. Without the consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture or the 2033 Notes as set forth in the Indenture.

9.Authentication.

This 2033 Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this 2033 Note.

10.Governing Law.

THIS 2033 NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

11.CUSIP and ISIN Numbers.

The Company has caused CUSIP and ISIN numbers to be printed on this 2033 Note, and the Trustee may use CUSIP and ISIN numbers in notices of redemption or repurchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on this 2033 Note or as contained in any notice of redemption or repurchase and reliance may be placed only on the other identification numbers placed thereon.

12.Abbreviations.

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

A-2-7

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED, the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within 2033 Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said 2033 Note on the books of the Company with full power of substitution in the premises.

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

In connection with any transfer of this 2033 Note occurring prior to _________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

☐ (1) This 2033 Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act and certification in the form of Exhibit F to the Indenture is being furnished herewith.

☐ (2) This 2033 Note is being transferred to a Non-U.S. Person in compliance with Regulation S under the Securities Act and certification in the form of Exhibit E to the Indenture is being furnished herewith.

☐ (3) This 2033 Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this 2033 Note and the Indenture.

A-2-8

If none of the foregoing boxes is checked, the Trustee is not obligated to register this 2033 Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:

as Transferor


Signature Guarantee:5


By:
			To be executed by an executive officer

5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-2-9

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have all of this 2033 Note purchased by the Company pursuant to Section 4.10 of the Indenture, check the box:

If you wish to have a portion of this 2033 Note purchased by the Company pursuant to Section 4.10 of the Indenture, state the principal amount of this 2033 Note you wish to have purchased (must be in minimum denominations of $2,000 and any multiples of $1,000 in excess thereof):

$_________________.

Date: ____________

Your Signature: _________________________

(Sign exactly as your name appears on the face of this 2033 Note)

Signature Guarantee:6 _____________________

6 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-2-10

SCHEDULE OF EXCHANGES OF INTERESTS IN GLOBAL NOTES

The initial outstanding principal amount of this Global Note is $____________. The following increases or decreases in this Global Note have been made:

Date of Exchange

Amount of decrease in principal amount of this Global Note

Amount of increase in principal amount of this Global Note

Principal amount of this Global Note following such decrease or increase

Signature of authorized officer of Trustee

A-2-11

EXHIBIT B

SUPPLEMENTAL INDENTURE

dated as of _________, ____

among

ADVANCE AUTO PARTS, INC.
as Issuer

EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO
as Subsidiary Guarantors

and

COMPUTERSHARE TRUST COMPANY, N.A.
as 2030 Notes Trustee and 2033 Notes Trustee

_________________________________

Indenture
dated as of August 4, 2025

_________________________________

7.000% Senior Notes due 2030

7.375% Senior Notes due 2033

B-1

THIS SUPPLEMENTAL INDENTURE, dated as of _________, ____ (this “Supplemental Indenture”), among Advance Auto Parts, Inc., a Delaware corporation, as issuer (the “Company”), [insert each Subsidiary Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an “Undersigned”) and Computershare Trust Company, N.A., as trustee for the 2030 Notes (in such capacity, the “2030 Notes Trustee”) and the 2033 Notes (in such capacity, the “2033 Notes Trustee” and, together with the 2030 Notes Trustee, the “Trustee”).

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of August 4, 2025 (as amended, restated, supplemented or otherwise modified to the date hereof, the “Indenture”), relating to the Company’s 7.000% Senior Notes due 2030 (the “2030 Notes”) and 7.375% Senior Notes due 2033 (the “2033 Notes” and, together with the 2030 Notes, the “Notes”).

WHEREAS, Section 4.09 of the Indenture provides, among other things, that, if any Credit Facility Debt or Capital Markets Debt of the Company or any Subsidiary of the Company is or becomes guaranteed by any Domestic Subsidiary of the Company, then, if such Domestic Subsidiary of the Company is not already a Subsidiary Guarantor, the Company shall cause such Domestic Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Domestic Subsidiary shall become a Subsidiary Guarantor.

WHEREAS, Section 9.01(a)(8) of the Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Indenture for, among other things, the purpose of adding a Guarantee with respect to the Notes.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article Ten thereof.

Section 3. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 4. This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Delivery of

B-2

an executed signature page of this Supplemental Indenture by facsimile or any other rapid transmission device designed to produce a written record of the communication transmitted shall be as effective as delivery of a manually executed counterpart thereof. The words “execution,” “executed,” “signed,” “signature” and words of like import in this Supplemental Indenture or in any other certificate, agreement or document related to this Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

B-3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


			ADVANCE AUTO PARTS, INC., as Issuer


By:
			Name:
			Title:


			[GUARANTOR]


By:
			Name:
			Title:


			COMPUTERSHARE TRUST COMPANY, N.A., as 2030 Notes Trustee


By:
			Authorized Signatory
			Title


			COMPUTERSHARE TRUST COMPANY, N.A., as 2033 Notes Trustee


By:
			Name:
			Title:

B-4

EXHIBIT C

RESTRICTED LEGEND

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: SIX MONTHS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OF $250,000 OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION

C-1

DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

BY ITS ACQUISITION OF THIS SECURITY (INCLUDING ANY INTEREST HEREIN), THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY, OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF (I) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (II) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (III) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY OF THE FOREGOING DESCRIBED IN CLAUSES (I) OR (II) PURSUANT TO ERISA OR OTHER APPLICABLE LAW, OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS SECURITY, OR ANY INTEREST HEREIN, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAWS.

C-2

EXHIBIT D

DTC LEGEND

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

D-1

EXHIBIT E

REGULATION S CERTIFICATE

_______________, _____

Computershare Trust Company, N.A.
Corporate Trust Services - DAPS Reorg
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Email: #▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Re: Advance Auto Parts, Inc. (the “Company”)
7.000% Senior Notes due 2030 (the “2030 Notes”) and 7.375% Senior Notes due 2033 (the “2033 Notes”), each issued under the Indenture, dated as of August 4, 2025 (as amended, restated, supplemented or otherwise modified to the date hereof, the “Indenture”)

Ladies and Gentlemen:

Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

This Certificate relates to our proposed sale of $_______ principal amount of [2030][2033] Notes issued under the Indenture.

We hereby certify as follows:

1.The offer and sale of the [2030][2033] Notes was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.

2.Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

3.Neither we, any of our Affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the [2030][2033] Notes.

E-1

4.The proposed transfer of [2030][2033] Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

5.If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the [2030][2033] Notes, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

E-2


	Very truly yours,

	[NAME OF SELLER]

	By:
		Name:
		Title:
		Address:

Date:

E-3

EXHIBIT F

RULE 144A CERTIFICATE

_______________, _____

Re: Advance Auto Parts, Inc.’s (the “Company”) 7.000% Senior Notes due 2030 (the “2030 Notes”) and 7.375% Senior Notes due 2033 (the “2033 Notes”), each issued under the Indenture, dated as of August 4, 2025 (as amended, restated, supplemented or otherwise modified to the date hereof, the “Indenture”)

Ladies and Gentlemen:

This Certificate relates to our proposed sale of $____ principal amount of [2030][2033] Notes issued under the Indenture.

We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of _______________, 20____, which is a date on or since close of our most recent fiscal year. We and, if applicable, each account for which we are acting are a “qualified institutional buyer” within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of [2030][2033] Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate, we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

F-1


	Very truly yours,

	[NAME OF PURCHASER]

	By:
		Name:
		Title:
		Address:

Date:

F-2

ADVANCE AUTO PARTS, INC. as Issuer EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO as Subsidiary Guarantors and COMPUTERSHARE TRUST COMPANY, N.A. as 2030 Notes Trustee and 2033 Notes Trustee Indenture Dated as of August 4, 2025 7.000%...

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